Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


Elephant Talk Communications Corp.


 


Offering of Units, 


Unit consisting of:
(i) One (1) convertible promissory note in the principal amount of $30,000 (the “Notes”), which is convertible into
shares (the “Note Shares”) of Common Stock of the Company, $.00001 par value, (the “Common Stock”) at the
option of the holder at a conversion price of $.30 per share; and (ii) a five-year warrant (each a “Warrant” and collectively,
the “Warrants”) to purchase one hundred thousand (100,000) shares of Common Stock (the “Warrant Shares”)
at an exercise price of $.45 per share (the “Warrant Exercise Price”)


 


Offering Price: $30,000 Per Unit


 


Minimum Offering: 17 Units ($510,000)


 


Maximum Offering: 140 Units ($4,200,000)


 


HOW TO SUBSCRIBE


 


The minimum investment
which must be made by any subscriber is one Unit of Elephant Talk Communications Corp. (the “Company”). Any qualified
subscriber who wishes to purchase Units should deliver the following items to the Selling Agent:


 


		(1)	one dated and executed copy of the Subscription Agreement with all blanks properly completed;



		(2)	one dated and executed copy of the Confidential Subscriber Questionnaire with all blanks properly
completed; and



		(3)	either:



 


			(i) a check payable to the order of “Continental Stock Transfer & Trust Company, LLC
as Escrow Agent for Elephant Talk Communications Corp.” in the amount of $30,000 per each Unit purchased; or



 


(ii) wire transfer
to “Continental Stock Transfer & Trust Company, LLC as Escrow Agent for Elephant Talk Communications Corp.” in
accordance with the wire transfer instructions attached hereto as Exhibit A. All subscription proceeds received and accepted will
be deposited directly into the Escrow Account pending receipt of funds equal or greater than to the Minimum Offering at which time
the proceeds will be distributed to the operating account of the Company in the initial closing (“Initial Closing”).
The Company may conduct subsequent closings (each, a “Subsequent Closing”) until the earlier of: (i) the Termination
Date (hereinafter defined), or (ii) the date upon which the Maximum Amount is subscribed for by Investors (the “Final
Closing”). Each of the Initial Closing, Subsequent Closings and the Final Closing is referred to as a “Closing.”


 




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ELEPHANT TALK COMMUNICATIONS CORP.


 


SUBSCRIPTION AGREEMENT


 


The undersigned (hereinafter
“Subscriber”) hereby confirms his/her/its subscription for the purchase of ______________ units (the “Units”),
with each Unit consisting of : one (1) convertible promissory note in the principal amount of $30,000
(the “Notes”), which is convertible into shares (the “Note Shares”) of Common Stock of the Company, $.00001
par value, (the “Common Stock”) at the option of the holder at a conversion price of $.30 per share; and a five-year
warrant (each a “Warrant” and collectively, the “Warrants”) to purchase one hundred thousand (100,000)
shares of Common Stock (the “Warrant Shares”) at an exercise price of $.45 per share (the “Warrant Exercise Price”),
of Elephant Talk Communications Corp., a Delaware corporation (the “Company”), on the terms described below.


 


Capitalized terms used
and not otherwise defined herein shall have the respective meanings set forth in the Private Placement Memorandum dated December
2, 2015. The Units, Notes and Warrants are sometimes referred to herein as the “Securities.”


 


In connection with
this subscription, Subscriber and the Company agree as follows:


 


1.          Purchase
and Sale of the Units.


 


(a)          The
Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, units for
the aggregate subscription amount set forth on the signature page hereto. The Subscriber understands that this subscription is
not binding upon the Company until the Company accepts it. The Subscriber acknowledges and understands that acceptance of this
Subscription will be made only by a duly authorized representative of the Company executing and mailing or otherwise delivering
to the Subscriber at the Subscriber’s address set forth herein, a counterpart copy of the signature page to this Subscription
Agreement indicating the Company’s acceptance of this Subscription. The Company reserves the right, in its sole discretion
for any reason whatsoever, to accept or reject this subscription in whole or in part. Following the acceptance of this Subscription
Agreement by the Company, the Company shall issue and deliver to Subscriber the Units subscribed for hereunder against payment
in U.S. Dollars of the Purchase Price (as defined below). If this subscription is rejected, the Company and the Subscriber shall
thereafter have no further rights or obligations to each other under or in connection with this Subscription Agreement. If this
subscription is not accepted by the Company on or before the last day of the Offering Period, this subscription shall be deemed
rejected.


 


(b)          Subscriber
has hereby delivered and paid concurrently herewith the aggregate purchase price for the Unit set forth on the signature page hereof
in an amount required to purchase and pay for the Unit subscribed for hereunder (the “Purchase Price”), which
amount has been paid in U.S. Dollars by wire transfer or check, subject to collection, to the order of “Elephant Talk Communications
Corp.”


 




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(c)          Subscriber
understands and acknowledges that this subscription is part of a private placement by the Company of up to a minimum of $510,000
(the “Minimum Amount”) and a maximum of $4,200,000 in Units, which offering is being made on a “all-or-none”
basis with respect to the Minimum Amount and a “best efforts” basis with respect to the Maximum Amount. Subscriber
understands that Company must sell the Minimum Amount before it receives, and have the right to expend, the net proceeds from the
sale of any Units. The proceeds from the sale of the Units will be held in escrow until at least the Minimum Amount is met, and
the Company, upon accepting subscriptions, at its discretion may immediately thereafter conduct a closing and expend the subscription
proceeds.


 


2.          Representations
and Warranties of Subscriber. Subscriber represents and warrants to the Company and the Selling Agent as follows:


 


(a)          Subscriber
is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Act”),
and Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities and has the ability
and capacity to protect Subscriber’s interests.


 


(b)          Subscriber
understands that the Securities have not been registered. Subscriber understands that the Securities will not be registered under
the Act on the ground that the issuance thereof is exempt under Section 4(a)(2) and Rule 506 (b) of the Act and as a transaction
by an issuer not involving any public offering and that, in the view of the United States Securities and Exchange Commission (the
“SEC”), the statutory basis for the exception claimed would not be present if any of the representations and
warranties of Subscriber contained in this Subscription Agreement or those of other purchasers of the Units are untrue or, notwithstanding
the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring any of the Units for resale
upon the occurrence or non-occurrence of some predetermined event.


 


(c)          Subscriber
is purchasing the Unit subscribed for hereby for investment purposes and not with a view to distribution or resale, nor with the
intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular
time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing of the Securities
in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the SEC thereunder, and
applicable state securities laws; and that an investment in the Securities is not a liquid investment.


 


(d)          Subscriber
acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, the Company or any authorized
person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed
by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to
verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber
has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management
or any authorized person acting on its behalf. Subscriber has received and reviewed the Memorandum, and all the information concerning
the Company and the Securities, both written and oral, that Subscriber desires. Without limiting the generality of the foregoing,
Subscriber has been furnished with or has had the opportunity to acquire, and to review: (i) copies of all of the Company’s
publicly available documents, Memorandum, and (ii) all information, both written and oral, that Subscriber desires with respect
to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Subscriber
has relied solely on (i) Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s
own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in
subparagraph 2(g) below. Subscriber understands that no person has been authorized to give any information or to make any representations
which were not contained in the Memorandum and Subscriber has not relied on any other representations or information.


 




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(f)          Subscriber
has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform
Subscriber’s obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid
and legally binding obligation of Subscriber, enforceable in accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief
or other general principles of equity, whether such enforcement is considered in a proceeding in equity or law.


 


(g)          Subscriber
has carefully considered and has discussed with the Subscriber’s legal, tax, accounting and financial advisors, to the extent
the Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription
Agreement for the Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently
determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for
the Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Company or any
of its agents. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber’s own tax
liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement.


 


(h)          This
Subscription Agreement and the Confidential Subscriber Questionnaire accompanying this Subscription Agreement do not contain any
untrue statement of a material fact or omit any material fact concerning Subscriber.


 


(i)          There
are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets before any court or
governmental agency (nor, to Subscriber’s knowledge, is there any threat thereof) which would impair in any way Subscriber’s
ability to enter into and fully perform Subscriber’s commitments and obligations under this Subscription Agreement or the
transactions contemplated hereby.


 


(j)          The
execution, delivery and performance of and compliance with this Subscription Agreement and the issuance of the Notes and Warrants
constituting the components of the Units will not result in any violation of, or conflict with, or constitute a default under,
any of Subscriber’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents,
if applicable, or any agreement to which Subscriber is a party or by which it is bound, nor result in the creation of any mortgage,
pledge, lien, encumbrance or charge against any of the assets or properties of Subscriber or the Units.


 




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(k)          Subscriber
acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear
the economic risk of the purchase of the Securities, including a total loss of his/her/its investment.


 


(l)          Subscriber
acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the “Risk Factors”
section of the Memorandum.


 


(m)          Subscriber
recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities.


 


(n)          Subscriber
is aware that the Units, the Notes and Warrants are, and the Common Stock issuable upon exercise of the Warrant will be, when issued,
“restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act.


 


(o)          Subscriber
understands that the Notes and Warrants shall bear the following legend or one substantially similar thereto, which Subscriber
has read and understands:


 


NEITHER THIS SECURITY NOR
ANY SECURITY INTO WHICH IT MAY BE CONVERTED HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR APPLICABLE STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY SECURITY INTO WHICH IT MAY BE CONVERTED NOR ANY
INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF AT ANY TIME IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. 


 


(p)          Because
of the legal restrictions imposed on resale, Subscriber understands that the Company shall have the right to note stop-transfer
instructions in its stock transfer records, and Subscriber has been informed of the Company’s intention to do so. Any sales,
transfers, or other dispositions of the Notes or Warrants by Subscriber, if any, will be made in compliance with the Act and all
applicable rules and regulations promulgated thereunder.


 


(q)          Subscriber
acknowledges that Subscriber has such knowledge and experience in financial and business matters that Subscriber is capable of
evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto.


 


(r)          Subscriber
represents that: (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford a complete
loss of the investment, and (ii) (A) Subscriber could be reasonably assumed to have the ability and capacity to protect his/her/its
interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either
the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of
the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise
personally qualified to evaluate and assess the risks, nature and other aspects of this subscription.


 




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(s)          Subscriber
further represents that the address of Subscriber set forth below is his/her principal residence (or, if Subscriber is a company,
partnership or other entity, the address of its principal place of business); that Subscriber is purchasing the Securities for
Subscriber’s own account and not, in whole or in part, for the account of any other person; Subscriber is purchasing the
Securities for investment and not with a view to the resale or distribution thereof; and that Subscriber has not formed any entity,
and is not an entity formed, for the purpose of purchasing the Securities.


 


(t)          Subscriber
understands that the Company shall have the unconditional right to accept or reject this subscription, in whole or in part, for
any reason or without a specific reason, in the sole and absolute discretion of the Company (even after receipt and clearance of
Subscriber’s funds). This Subscription Agreement is not binding upon the Company until accepted in writing by an authorized
officer of the Company. In the event that this subscription is rejected, then Subscriber’s subscription funds (to the extent
of such rejection) will be promptly returned in full without interest thereon or deduction therefrom.


 


(u)          Subscriber
has not been furnished with any oral representation or oral information in connection with the offering of the Securities that
is not contained in, or is in any way contrary to or inconsistent with, statements made in the Memorandum and this Subscription
Agreement.


 


(v)         Subscriber
represents that Subscriber is not subscribing for the Securities as a result of or subsequent to any advertisement, article, notice
or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio
or presented at any seminar or meeting or any public announcement or filing of or by the Company.


 


(w)          Subscriber
has carefully read this Subscription Agreement and the Memorandum, and Subscriber has accurately completed the Confidential Subscriber
Questionnaire which accompanies this Subscription Agreement.


 


(x)          No
representations or warranties have been made to Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary
of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities the Subscriber
is not relying upon any representations other than those contained in the Memorandum or in this Subscription Agreement.


 


(y)          Subscriber
represents and warrants, to the best of Subscriber’s knowledge, that no finder, broker, agent, financial advisor or other
intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection
with the transactions contemplated by this Subscription Agreement.


 




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(z)          Subscriber
represents and warrants that Subscriber has: (i) not distributed or reproduced the Memorandum, in whole or in part, at any time,
without the prior written consent of the Company, (ii) kept confidential the existence of the Memorandum and the information contained
therein or made available in connection with any further investigation of the Company and (iii) refrained and shall refrain from
trading in the publicly-traded securities of the Company for so long as such recipient has been in possession of any material non-public
information contained in the Memorandum.


 


(aa)          If the Subscriber is a
corporation, partnership, limited liability company, trust, or other entity, the person executing this Subscription Agreement
hereby represents and warrants that the above representations and warranties shall be deemed to have been made on behalf of
such entity and the Subscriber has made the same after due inquiry to determine the truthfulness of such representations and
warranties.


 


(bb)          If the Subscriber is a corporation,
partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized, validly existing
and in good standing in its jurisdiction of incorporation or organization and has all requisite power and authority to execute
and deliver this Subscription Agreement and purchase the Securities as provided herein; (ii) its purchase of the Securities will
not result in any violation of, or conflict with, any term or provision of the charter, by-laws or other organizational documents
of Subscriber or any other instrument or agreement to which the Subscriber is a party or is subject; (iii) the execution and delivery
of this Subscription Agreement and Subscriber’s purchase of the Securities has been duly authorized by all necessary action
on behalf of the Subscriber; and (iv) all of the documents relating to the Subscriber’s subscription to the Securities have
been duly executed and delivered on behalf of the Subscriber and constitute a legal, valid and binding agreement of the Subscriber.


 


(cc)         The
Subscriber understands and agrees that the securities are anticipated to be sold by the Company through the Selling Agent, a licensed
broker-dealer, in an “best efforts” offering and that the Company has engaged the Selling Agent to sell the securities
on its behalf, and will pay the Selling Agent the fees, expenses and Selling Agent’s Warrants set forth in the Memorandum
in connection with the sale of the Securities.


 


(dd)         The
Subscriber should check the Office of Foreign Assets Control (“OFAC”) website at <http://www.treas.gov/ofac>
before making the following representations. The Subscriber represents that the amounts invested by it in the Company in the Offering
were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations,
including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among
other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities
and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at
<http://www.treas.gov/ofac>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing
with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists;


 




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To the best of the
Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the
Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the
Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named
on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any
amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph.
The Subscriber agrees to promptly notify the Company and the Selling Agent should the Subscriber become aware of any change in
the information set forth in these representations. The Subscriber understands and acknowledges that, by law, the Company may be
obligated to “freeze the account” of the Subscriber, either by prohibiting additional subscriptions from the Subscriber,
declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and
Selling Agent may also be required to report such action and to disclose the Subscriber’s identity to OFAC. The Subscriber
further acknowledges that the Company may, by written notice to the Subscriber, suspend the redemption rights, if any, of the Subscriber
if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company
and Selling Agent or any of the Company’s other service providers. These individuals include specially designated nationals,
specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs;


 


To the best of the
Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the
Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the
Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure , or any immediate
family member or close associate of a senior foreign political figure; and


 


If the Subscriber is
affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber receives deposits from,
makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Subscriber represents and warrants
to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the
Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking
activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking
activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical
presence in any country and that is not a regulated affiliate.


 


3.          Representations
and Warranties of the Company. The Company represents and warrants to Subscriber as follows:


 


(a)          Due
Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware
and has the requisite power and authority to own its properties and to carry on its business as presently conducted. The Company
is qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction where the
location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so
qualified and in good standing would not have a material and adverse effect on the business, condition (financial or otherwise),
operations, prospects or property of the Company or any of its subsidiaries, taken as a whole (“Material Adverse Effect”).


 




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(b)          Due
Authorization; Enforceability. Each transaction document has been duly authorized, executed and delivered by the Company and
is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally
and to general principles of equity. The Company has full corporate power and authority necessary to conduct its business as presently
conducted and to enter into and deliver the transaction documents and to perform its obligations thereunder.


 


(c)          Non
Contravention. None of the execution and delivery of, or performance by the Company under, any of the transaction documents
or the consummation of the transactions herein or therein contemplated conflicts with or violates, or will result in the creation
or imposition of any lien, charge or other encumbrance upon any of the assets of the Company under, any agreement or other instrument
to which the Company is a party or by which the Company or its assets may be bound, any term of the certificate of incorporation
or by-laws of the Company, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company
or any of its assets, except where such conflict, violation or creation


 


(d)          Conduct
of Business. The conduct of business by the Company as presently conducted is not subject to continuing oversight, supervision,
regulation or examination by any governmental official or body of the United States or any other jurisdiction wherein the Company
conducts or proposes to conduct such business, except as such regulation as is applicable to commercial enterprises generally.
The Company has obtained all requisite licenses, permits and other governmental authorization necessary to conduct its business
as presently, and as proposed to be, conducted, except where the failure to obtain such license, permit or other governmental authorization
would result in a Material Adverse Effect.


 


(e)          No
Defaults. No default by the Company exists in the due performance under any material agreement to which the Company is a party
or to which any of its assets is subject (collectively, the “Company Agreements”), except where such defaults
do not, individually or in the aggregate, have a Material Adverse Effect. The Company Agreements are in full force and effect in
accordance with their respective terms.


 


(f)          Anti-Terrorism.
Neither the sale of the Units by the Company nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter
V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, the Company is
not (a) a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September
23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed.
Reg. 49079 (2001)) or (b) a person who engages in any dealings or transactions, or be otherwise associated, with any such person.
The Company and its subsidiaries are in compliance, in all material respects, with the USA Patriot Act of 2001 (signed into law
October 26, 2001).


 




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(g)          Capitalization;
Additional Issuances. The issued and outstanding securities of the Company as of [          ], 2015 are as set forth in the Memorandum.
Except as set forth in the Memorandum, as of [         ], 2015 there are no outstanding agreements or preemptive or similar rights
affecting the Company’s Common Stock and no outstanding rights, warrants or options to acquire, or instruments convertible
into or exchangeable for, or agreements or understandings with respect to the sale or issuance of any Common Stock of the Company.


 


(h)          Consents.
No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the
Company, or any of its affiliates, is required for the execution by the Company of the transaction documents and compliance and
performance by the Company of its obligations under the transaction documents, including, without limitation, the issuance and
sale of the Securities, other than such consents, approvals and authorizations as shall have been received by the Company as of
the closing date.


 


(i)          The
Securities. The Securities upon issuance:


 


(i)          are,
or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer
under the Act and any applicable state securities laws;


 


(ii)         have
been, or will be, duly and validly authorized and on the date of issuance of the Securities, such Securities will be duly and validly
issued, fully paid and non-assessable;


 


(iii)        will
not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company;


 


(iv)        will
have been issued in reliance upon an exemption from the registration requirements of and, assuming the representations and warranties
of the Subscriber herein is true and accurate, will have been issued in compliance with Section 5 under the 1933 Act.


 


(j)          Litigation.
Except as disclosed in the Memorandum, there are no material legal proceedings, other than routine litigation incidental to the
business, pending or, to the knowledge of the Company, threatened against or involving the Company or any of its respective property
or assets. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory
body or arbitration tribunal against or involving the Company.


 


4.          Indemnification.
Subscriber agrees to indemnify and hold harmless the Company, the Selling Agent, and their respective officers, directors, employees,
shareholders, agents, attorneys, representatives and affiliates, and any person acting for or on behalf of the Company or the Selling
Agent, from and against any and all damage, loss, liability, cost and expense (including reasonable attorneys’ fees and disbursements)
which any of them may incur by reason of the failure by Subscriber to fulfill any of the terms and conditions of this Subscription
Agreement, or by reason of any breach of the representations and warranties made by Subscriber herein, or in any other document
provided by Subscriber to the Company in connection with this investment. All representations, warranties and covenants of each
of Subscriber and the Company contained herein shall survive the acceptance of this subscription and the closings.


 




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5.          Registration
Rights. The Company shall, within forty-five (45) days of the Final Closing, file a registration statement on Form S-1, Form
S-3, or other eligible form (the “Registration Statement”), registering the shares issuable upon conversion
of the Note (“Note Shares”) and shares issuable upon exercise of the Warrant (“Warrant Shares”). The Warrant
Shares and Note Shares to be registered shall hereinafter be referred to as the “Registrable Securities.” The
Registration Statement shall be filed with the Securities and Exchange Commission. 


 


All expenses relating
to the Company’s compliance with Section 5 hereof, including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses incurred in connection
with complying with state securities or “blue sky” laws, fees of FINRA, transfer taxes, fees of transfer agents and
registrars are called “Registration Expenses;” provided, however, Registration Expenses shall
not include counsel fees to the Holder. The Company shall be responsible for all Registration Expenses.


 


The Company shall
use commercially reasonable efforts to provide to the Holder, at least fifteen (15) days prior to the effectiveness of the Registration
Statement, notice of such expected effective date (the “Expected Effectiveness Date”). When the Company proposes
to effect the registration of the Registrable Securities under the Securities Act, the Company, provided it received notice
(the “Holder Notice”) at least five (5) days prior to the Expected Effectiveness Date from the Holder specifying
items (a) and (b), below, shall:


 


(a)          furnish
to the Holder such number of copies of the Registration Statement and the prospectus included therein (including each preliminary
prospectus) as the Holder reasonably may request in the Holder Notice to facilitate the public sale or disposition of the Registrable
Securities covered by the Registration Statement; and


 


(b)          list
the Registrable Securities with any trading market on which the Common Stock is then listed.


 


The Company shall
use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the
earlier of: (i) the date that all Registrable Securities has been sold or may be sold by non-affiliates without volume restrictions
pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed
and acceptable to the Company's transfer agent and the affected Holders and (ii) the date which is the expiration date of the Warrants.
Such Registration Statement shall also cover, to the extent allowable under the Securities Act and the rules promulgated thereunder,
such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions
with respect to the Warrant Shares.


 


The foregoing provisions notwithstanding,
the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the
Holder.


 




    	 	11	 



     

    

  


6.          Miscellaneous.


 


(a)          Subscriber
agrees not to transfer or assign this Subscription Agreement or any of Subscriber’s interest herein and further agrees that
the transfer or assignment of the Securities acquired pursuant hereto shall be made only in accordance with all applicable laws.


 


(b)          Subscriber
agrees that Subscriber cannot cancel, terminate, or revoke this Subscription Agreement or any agreement of Subscriber made hereunder,
and this Subscription Agreement shall survive the death or legal disability of Subscriber and shall be binding upon Subscriber’s
heirs, executors, administrators, successors, and permitted assigns.


 


(c)          Subscriber
has read and has accurately completed this entire Subscription Agreement.


 


(d)          This
Subscription Agreement, the Confidential Purchase Questionnaire, the Note, the certificate representing the Warrant constitute
the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended or waived only by
a written instrument signed by all parties.


 


(f)          Subscriber
acknowledges that it has been advised and has had the opportunity to consult with Subscriber’s own attorney regarding this
subscription and Subscriber has done so to the extent that Subscriber deems appropriate.


 


(g)          Any
notice or other document required or permitted to be given or delivered to the parties hereto shall be in writing and sent: (i)
by fax if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges
prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid) or (c) by a recognized overnight
delivery service (with charges prepaid).


 


If to the Company, at:


 


Elephant
Talk Communication Corp.


100 Park
Avenue


New York,
NY 10017


Tel: 31 20
635916


 


With a copy
to:


 


Barry I.
Grossman, Esq.


Ellenoff
Grossman & Schole LLP


1345 Avenue
of the Americas FL 11


New York,
NY 10105


Tel: (212)
370-1300, Fax: (212) 370-7889


 


If to the Subscriber, at its address
set forth on the signature page to this Subscription Agreement, or such other address as Subscriber shall have specified to the
Company in writing.


 




    	 	12	 



     

    

  


(h)          Failure
of the Company to exercise any right or remedy under this Subscription Agreement or any other agreement between the Company and
the Subscriber, or otherwise, or any delay by the Company in exercising such right or remedy, will not operate as a waiver thereof.
No waiver by the Company will be effective unless and until it is in writing and signed by the Company.


 


(i)          This
Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of New
York, as such laws are applied by the New York courts except with respect to the conflicts of law provisions thereof, and shall
be binding upon the Subscriber and the Subscriber’s heirs, estate, legal representatives, successors and permitted assigns
and shall inure to the benefit of the Company, and its successors and assigns.


 


(j)          Any
legal suit, action or proceeding arising out of or relating to this Subscription Agreement or the transactions contemplated hereby
shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern
District of New York. The parties hereto hereby: (i) waive any objection which they may now have or hereafter have to the venue
of any such suit, action or proceeding, and (ii) irrevocably consent to the jurisdiction of the New York Supreme Court, County
of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding.
The parties further agree to accept and acknowledge service of any and all process which may be served in any such suit, action
or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District
of New York and agree that service of process upon a party which is mailed by certified mail to such party’s address shall
be deemed in every respect effective service of process upon such party in any such suit, action or proceeding.


 


(k)          If
any provision of this Subscription Agreement is held to be invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed modified to conform with such statute or rule of law. Any provision hereof that may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provisions hereof.


 


(l)          The
parties understand and agree that money damages would not be a sufficient remedy for any breach of this Subscription Agreement
by the Company or the Subscriber and that the party against which such breach is committed shall be entitled to equitable relief,
including an injunction and specific performance, as a remedy for any such breach, without the necessity of establishing irreparable
harm or posting a bond therefor. Such remedies shall not be deemed to be the exclusive remedies for a breach by either party of
this Subscription Agreement but shall be in addition to all other remedies available at law or equity to the party against which
such breach is committed.


 


(m)          All pronouns
and any variations thereof used herein shall be deemed to refer to the masculine, feminine, singular or plural, as identity of
the person or persons may require.


 




    	 	13	 



     

    

  


(n)          This Subscription
Agreement may be executed in counterparts and by facsimile, each of which shall be deemed an original, but all of which shall constitute
one and the same instrument.


 


[Remainder of Page intentionally left blank]


 


[Signature Pages Follow]


 




    	 	14	 



     

    

 


Signature Page for Individuals:


 


IN WITNESS WHEREOF,
Subscriber has caused this Subscription Agreement to be executed as of the date indicated below.


 


	$	 	 	 





	Purchase Price	 	Aggregate Amount of Investment
	 	 	 
	 	 	 
	Print or Type Name	 	Print or Type Name (Joint-owner)
	 	 	 
	 	 	 
	Signature	 	Signature (Joint-owner)
	 	 	 
	 	 	 
	Date	 	Date (Joint-owner)
	 	 	 
	 	 	 
	Social Security Number	 	Social Security Number (Joint-owner)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address	 	Address (Joint-owner)
	 	 	 
	_________Joint Tenancy	 	_________Tenants in Common


 




    	 	S-1	 



     

    

 


Signature Page for Partnerships Corporations
or Other Entities:


 


IN WITNESS WHEREOF,
Subscriber has caused this Subscription Agreement to be executed as of the date indicated below.


 





 


	$	 	$	 
	    Total Purchase Price	   Aggregate Amount of Investment





	 	 	 
	 	 	 
	Print or Type Name of Entity	 	 
	 	 	 
	 	 	 
	Address	 	 
	 	 	 
	 	 	 
	Taxpayer I.D. No. (if applicable)	 	Date
	 	 	 
	 	 	 
	Signature	 	Print or Type Name and Indicate
	 	 	Title or Position with Entity
	 	 	 
	 	 	 
	Signature (other authorized signatory)	 	Print or Type Name and Indicate
	 	 	Title or Position with Entity


 




    	 	S-2	 



     

    

 


Acceptance:


 


IN WITNESS WHEREOF,
the Company has caused this Subscription Agreement to be executed, and the foregoing subscription accepted, as of the date indicated
below.


 


	 	ELEPHANT TALK COMMUNICATION CORP.
	 	 	 
	 	By:	 
	 	Name:	Robert Harold (Hal) Turner
	 	Title:	Executive Chairman of the Board


 


Date:__________________________, 2015


 




    	 	S-3